TMI Blog2020 (12) TMI 286X X X X Extracts X X X X X X X X Extracts X X X X ..... n committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the persons concerned and directors and officials of the petitioners. While approving the Scheme, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law - Petition allowed. - CP/1174/CAA/2019 in CA/376/CAA/2019 - - - Dated:- 15-7-2020 - R. Varadharajan, Member (J) And Anil Kumar B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Creditors and has sought for a direction for holding of the meeting of the Equity Shareholders and Unsecured Creditors of the Transferee Company. Based on such application moved under Sections 230-232 of the Companies Act, 2013, directions were issued by this Tribunal vide order dated 05.04.2019, wherein meeting was scheduled to be held on 10.06.2019 and the Chairman to the said meeting, who was appointed by this Tribunal has filed the Report before this Tribunal on 12.06.2019. 4. Under the circumstances, the Petitioner Companies have filed these petitions for sanction of the 'Scheme' before this Tribunal on 30.07.2019. Directions were issued vide order dated 05.05.2020 in relation to the paper publication in Business Standard ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce to the interest of the other shareholders. 7. The Regional Director, (for brevity 'RD') Chennai to whom the notice was issued in the First Motion itself, has filed his Report on 06.09.2019 before this Tribunal in relation to the Scheme contemplated between the Petitioner Companies and the relevant observations made by the RD are extracted hereunder; 9. It is submitted that Clause 18 of Part IV of the Scheme has stated that the authorized capital of the transferor company will be merged with the authorized capital of the transferee company. The transferee company may be directed to file the amended MOA and AOA with RoC, Chennai for its records. In the said clause of the scheme the companies have stated that the transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have any objection to the sanction of the Scheme. 11. In relation to the notice to the Competition Commission of India, the Transferee Company has filed an Affidavit dated 27.02.2020 before this Tribunal vide SR No. 1562 on 03.03.2020, in which it has been stated that more than 50% of the equity share capital of the Transferor and Transferee Company is held by one M/s. Shell Gas B.V., which is the holding Company and hence the proposed merger is not likely to cause any appreciable effect on competition in India and consequently, there is no requirement to serve any notice to the Competition Commission of India for seeking its approval. Further, in the said affidavit, reference has been made to the Ministry of Corporate Affairs notificati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2013 or under relevant provision of the Companies Act, 1956. 14. In Company Petition CAA-284/ND/2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the following observations with regard to the right of the IT Department in the Scheme of Amalgamation, taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted upon by the Income Tax and in terms of the decision in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013)353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Court and as reported in (2016) 66 taxmann.com. 374(SC) from which it is seen that at the time of declining the SLPs filed by the revenue, however stating to the foll ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and interest of the Transferor Company shall pursuant to section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested in the Transferee Company as per the terms of the Scheme of Amalgamation. (ii) That all the liabilities, powers, engagements, obligations and duties of the Transferor Company shall pursuant to Section 232 (3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company and accordingly the same become the liabilities and duties of the Transferee Company. (iii) That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company. (iv) That the App ..... X X X X Extracts X X X X X X X X Extracts X X X X
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